Educators across America face an enormous and growing challenge: motivating a diverse student population. The growing trend toward inclusion increases diversity by including special-needs students in the same classroom with regular education students. The increase in the number of students who do not speak English puts a huge responsibility on teachers. And, the requirements of No Child Left Behind expect that all children will succeed. Educators must motivate the at-risk population as well: students labeled as the gray area, difficult-to-motivate, slow learners, and children with untapped potential. In this article, the author shares some of the strategies he recommends for motivating students to put forth an honest effort to reach their potential. He suggests that teachers see themselves as facilitators, teach by expression, change pace frequently, provide compelling and stimulating problems, make learning fun, and build and maintain a classroom community. By following these recommendations, teachers can stand behind children, see how they learn, and then support the process, rather than simply standing before the class and dispensing learning.